David Keegal wrote:

> auDA Directors are also expected to act in the best interests
> of auDA as a whole (I think this is standard responsibility
> from Corporations Law).

From auDA's Constitution <www.auda.org.au/about/constitution.html>:

21.4 Directors to act in Best Interest of auDA as a Whole

Each Director must act in the best interests of auDA as a whole and with due
regard to the furtherance of auDA's objectives. Each Director must also act in
accordance with an non-excludable duty or obligation owed by the Director to
auDA or the Members of auDA under general law, the Corporations Law, or other
provisions of this Constitution. Notwithstanding the foregoing provisions of
this clause, a Director may make a decision in the interest of the Legal Person
which appointed that Director.

--

Professor Robert Baxt's 'Duties and Responsibilities of Directors and Officers',
17th Edition, May 2002, 209 pages, Australian Institute of Company Directors
<www.companydirectors.com.au/0htm/0con/a/a05.html> provides concise and
essential information on duties, responsibilities and personal liability of
directors and officers under the Corporations Act and the Common Law.

From this publication:

- The (Corporations) Act and the general law have an important general
proposition: directors owe a fiduciary duty to the company.

- The fiduciary duty has been defined by the High Court of Australia as the
"duty to act with fidelity and trust to another", that is the director must act
honestly, in good faith, and to the best of his or her ability in the interests
of the company.  A director must not allow conflicting interests or personal
advantage to override the interest of the company.  The interests of the company
must come first.

- The primary duty is to the company, that is, the members.

- As the members, the shareholders, appoint directors to run their company, the
directors owe their fiduciary duty to them as a group of people.  No duty is
owed to a particular shareholder or group of shareholders.  There may, however,
be special circumstances where a director is said to owe a duty to individual
shareholders.

--

auDA is a public company limited by guarantee and has members (not
'shareholders', I understand).


Ian Johnston


-----Original Message-----
From: David Keegel [mailto:djk&#167;cybersource.com.au]
Sent: 26 September 2003 10:14 AM
To: dns&#167;lists.auda.org.au
Subject: Re: [DNS] Nomination for auDA board.

] If i were elected to the board I would, given the opportunity, present
] views and opinions to the board, regardless of the 'class', even though
] the 'demand' class member would be on the board to represent the
] registrant and end users.

You don't need to be too worried about classes.

Section 18.3 of the constitution says:
``
	Directors are elected as individuals. They are not elected as
	representatives of an Organisation.
''

auDA Directors are also expected to act in the best interests of
auDA as a whole (I think this is standard responsibility from
Corporations Law).


-----Original Message-----
From: Kim Davies [mailto:kim&#167;cynosure.com.au]
Sent: 25 September 2003 4:17 PM
To: dns&#167;lists.auda.org.au
Subject: Re: [DNS] Nomination for auDA board.


Quoting Ian Smith on Thursday September 25, 2003:
|
|  > If elected, I will strive to ensure that the interests/views and
|  > suggestions of users, resellers and registrars are promoted to the board.
|
| I thought demand class representatives sought to represent registrants?

That is correct. "Demand" class represents registrants and end users
of the DNS system. "Supply" class is specifically for the voice of
resellers and registrars.

kim

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